TLC Vision Corporation

TLC Vision Corporation

March 04, 2005 16:55 ET

TLCVision Adopts Shareholder Rights Plan


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: TLC VISION CORPORATION

TSX SYMBOL: TLC
NASDAQ SYMBOL: TLCV

MARCH 4, 2005 - 16:55 ET

TLCVision Adopts Shareholder Rights Plan

ST. LOUIS, MISSOURI--(CCNMatthews - March 4, 2005) - TLC Vision
Corporation (TSX:TLC)(NASDAQ:TLCV), North America's premier eye care
services company, announced today that its Board of Directors has
adopted a Shareholder Rights Plan (the "Plan"). The Plan is designed to
ensure fair treatment for all shareholders in the event of a takeover
bid and to provide shareholders and TLCVision's Board of Directors with
adequate time to evaluate any bid for the Company and to take steps to
maximize shareholder value in the event of any such bid. TLCVision
previously had a shareholder rights plan in place which expired in
November 2004. The Company is not aware of any contemplated takeover bid.

The terms of the Plan are consistent with the terms of plans adopted by
other public companies and with guidelines for such plans as published
by shareholder rights advocate groups. The Plan will be effective upon
receipt of approval from the Toronto Stock Exchange. It will be
presented to the shareholders of the Company for ratification at the
annual and special meeting of shareholders to be held in June, 2005. If
the shareholders do not confirm the Plan at the meeting, the Plan and
associated rights will terminate and cease to be effective.

The rights issued to the shareholders under the Plan may be exercised
only when a person, including any related party, acquires or announces
its intention to acquire more than 20% of the outstanding common shares
of TLCVision without either complying with the "permitted bid"
provisions of the Plan or obtaining the approval of the TLCVision Board
of Directors. Should such an acquisition occur, each right would, upon
exercise, entitle a holder, other than the person pursuing the
acquisition and related parties, to purchase common shares of TLCVision
at a 50 percent discount to the market price at the time.

Under the Plan, a permitted bid is a bid made to all shareholders which
is open for acceptance for no less than 60 days. If, at the end of 60
days, more than 50% of the outstanding common shares of TLCVision, other
than those owned by the person pursuing the acquisition and related
parties, have been tendered, the person pursuing the acquisition may
purchase and pay for the shares but must extend the bid for a further 10
days to allow other shareholders to tender. Under the permitted bid
mechanism, shareholders will have more time to consider the bid and any
other options that may be available before deciding whether or not to
tender to the bid. The Board of Directors will also have time to
consider and pursue alternatives and to make recommendations to
shareholders.

About TLCVision

TLCVision is North America's premier eye care services company. The key
drivers of TLCVision's strategy are our affiliated network of thousands
of eye doctors, proven corporate and consumer marketing and education
programs, and access to state of the art clinical technologies. We are
supported by a strong operations management culture and superior
information technology. More information about the company can be found
on the TLCVision web site at www.tlcv.com.

Forward Looking Statements

This press release contains certain forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933 and
Section 21E of the U.S. Securities Exchange Act of 1934, which
statements can be identified by the use of forward looking terminology,
such as "may," "will," "expect," "intend, "anticipate," "estimate,"
"predict," "plans" or "continue" or the negative thereof or other
variations thereon or comparable terminology referring to future events
or results. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of
numerous factors, including the timing of expenditures, effects of
competition, changes to pricing, acquisitions and expansion
opportunities, any of which could cause actual results to vary
materially from current results of TLCVision's anticipated future
results. See the Company's reports filed with the Canadian Securities
Regulators and the U.S. Securities and Exchange Commission from time to
time for cautionary statements identifying important factors with
respect to such forward looking statements, including certain risks and
uncertainties that could cause actual results to differ materially from
results referred to in forward looking statements. TLCVision assumes no
obligation to update the information contained in this press release.


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